공시 • Jan 15
Nasdaq Plans to Delist Class A Ordinary Shares of Israel Acquisitions Corp On January 13, 2026, the Nasdaq Stock Market LLC (“ Nasdaq”) issued a press release pursuant to Nasdaq Listing Rule 5830 and Rule 12d2-2 of the Securities Exchange Act of 1934 (“ Exchange Act”), as amended, regarding the delisting of the securities of Israel Acquisitions Corp, a Cayman Islands exempted company (the “ Company”). Nasdaq plans to delist the Company’s (i) Class A ordinary shares, par value $0.0001 per share (the “ Class A Ordinary Shares”), (ii) units, each consisting of one Class A Ordinary Share and one redeemable warrant and redeemable warrants, each whole warrant exercisable for one Class A Ordinary Shares, each at an exercise price of $11.50 per share, and (iii) redeemable warrants, each whole warrant exercisable for one Class A Ordinary Share, each at an exercise price of $11.50 per share (collectively, the “ Delisting”). The Delisting will become effective ten days after Nasdaq files a Form 25. 공시 • Dec 04
Israel Acquisitions Receives a Delist Determination Letter from the Listing Qualifications Department of the Nasdaq Stock Market As previously disclosed, on May 28, 2025, Israel Acquisitions Corp. received a deficiency letter (the “MVLS Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that, based on the market value of listed securities for the previous 30 consecutive business days, the listing of the Company’s securities was not in compliance with Nasdaq Listing Rule 5450(b)(2)(A) to maintain a minimum market value of listed securities of at least $50 million (the “MVLS Requirement”). In accordance with Listing Rule 5810(c)(3)(C), the Company was provided 180 calendar days, or until November 24, 2025, to regain compliance with the Rule. The Staff determined that the Company has not regained compliance with the MVLS Requirement. As a result, on November 25, 2025, the Company received a delist determination letter from the Staff (the “Nasdaq Notice”) advising the Company that the Staff had determined that the Company had not satisfied the conditions set forth in the Staff’s MVLS Notice to regain compliance with the MVLS Requirement. Accordingly, the Staff indicated that unless the Company requests a hearing panel appeal of the delist determination by December 2, 2025, its securities would be delisted on December 4, 2025. In connection with the delisting and suspension, Nasdaq has advised that it will complete the delisting by filing a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities and Exchange Act of 1934 on Form 25-NSE with the SEC after the applicable Nasdaq review and appeal periods have lapsed. Following suspension of trading on Nasdaq, the Company’s common stock, units and warrants will be eligible to trade on the OTC Markets under the tickers “ISRL,” “ISRLU,” and “ISRLW,” respectively. There may be a very limited market in which the Company’s securities are traded, and the trading price of the Company’s securities may be adversely affected. The Company can provide no assurance that its securities will continue to trade on this market, whether broker-dealers will continue to provide public quotes of its securities on this market, or whether the trading volume of its securities will be sufficient to provide for an efficient trading market for existing and potential holders of its securities. Notwithstanding the delisting of the Company’s securities from Nasdaq, it remains the intention of the Company to complete the announced business combination pursuant to that certain Business Combination Agreement, dated as of January 26, 2025 (as amended, the “Business Combination Agreement”), by and among the Company and Gadfin Ltd. (“Gadfin”), with Gadfin Regev Holdings Ltd. (“NewPubco”) to serve as the combined company upon closing (such transactions contemplated by the Business Combination Agreement, the “Business Combination”) as described in the Company’s Current Report on Form 8-K filed on January 27, 2025. In connection therewith, the Company and Gadfin plan to apply to have NewPubco’s securities listed on the Nasdaq following the consummation of the Business Combination. 공시 • Jun 05
Israel Acquisitions Receives Non-Compliance Letter from Nasdaq Regarding MVLS Requirement On May 28, 2025, Israel Acquisitions Corp. received a deficiency letter from the Listing Qualifications Department of The Nasdaq Stock Market notifying the Company that, based on the market value of listed securities for the previous 30 consecutive business days, the listing of the Company’s securities was not in compliance with Nasdaq Listing Rule 5450(b)(2)(A) to maintain a minimum market value of listed securities of at least $50 million (the “MVLS Requirement”). In accordance with Nasdaq rules, the Company has a period of 180 calendar days (or until November 24, 2025) to regain compliance with the MVLS Requirement. To regain compliance during this 180-day compliance period, the minimum market value of listed securities must close at $50 million or more for a minimum of 10 consecutive business days. The MVLS Notice has no immediate effect on the listing of the Company’s securities on The Nasdaq Global Market. In the event that the Company does not regain compliance with the MVLS Requirement prior to the expiration of the 180-day compliance period, the Company will receive written notification from Nasdaq that the Company’s securities are subject to delisting. Alternatively, the Company may transfer the listing of its securities to The Nasdaq Capital Market, provided the Company will only be able to transfer the listing to The Nasdaq Capital Market if the Company then meets the continued listing requirements on The Nasdaq Capital Market. The Company is considering actions that it may take in response to the MVLS Notice to regain compliance with the MVLS Requirement, but no decisions about a response have been made at this time. There can be no assurance that the Company will be able to regain compliance with the MVLS Requirement or will otherwise be in compliance with other Nasdaq listing criteria. 공시 • Jan 27
Gadfin Ltd. agreed to acquire Israel Acquisitions Corp (NasdaqGM:ISRL) from Israel Acquisitions Sponsor LLC and others for approximately $200 million in a reverse merger transaction. Gadfin Ltd. agreed to acquire Israel Acquisitions Corp (NasdaqGM:ISRL) from Israel Acquisitions Sponsor LLC and others for approximately $200 million in a reverse merger transaction on January 26, 2025. The consideration includes aggregate $200 million paid in lieu of shares and additional earnouts shares for achieving $12.50 Share Price Milestone and/or the $15.00 Share Price Milestone. In case of termination of transaction, Gadfin Ltd. will pay a termination fee of $10 million and ISRL will pay a termination fee of $10 million. The combined company’s staggered Board of Directors will initially be comprised of up to seven directors, of which one director will be nominated by ISRL and up to four directors will be nominated by Gadfin. Up to two additional directors will be mutually agreed. Existing Gadfin management will operate the combined company. The transaction is subject to approval of merger agreement by target board, approval of offer by acquirer shareholders, approval of offer by acquirer board, approval of offer by target shareholders, registration statement effectiveness(S-4 / F-4), minimum net cash condition precedent to closing of $15 million, approvals of regulatory board / committee and subject to antitrust regulations. The deal has been unanimously approved by the board. The transaction will be expected to close in the second half of 2025.
Tiberius Capital Markets acted as financial advisor for Israel Acquisitions Corp. Lynwood Reinhardt of Reed Smith LLP acted as legal advisor for Israel Acquisitions Corp. and Israel Acquisitions Sponsor LLC. Stuarts Humphries acted as legal advisor for Israel Acquisitions Corp. Aviram Hazak and Ohad Graub of Herzog Fox & Neeman acted as legal advisor for Gadfin Ltd. 공시 • Nov 17
Israel Acquisitions Corp announced delayed 10-Q filing On 11/15/2024, Israel Acquisitions Corp announced that they will be unable to file their next 10-Q by the deadline required by the SEC. 공시 • Oct 17
Israel Acquisitions Corp (NasdaqGM:ISRL) entered into a non-binding letter of intent to acquire Gadfin Ltd. Israel Acquisitions Corp (NasdaqGM:ISRL) entered into a non-binding letter of intent to acquire Gadfin Ltd. on October 16, 2024. Israel Acquisitions Corp expects to announce additional details regarding the Combination when a definitive Business Combination Agreement is executed, which is expected in the fourth quarter of 2024. 
